Common use of Representations and Warranties and Covenants Clause in Contracts

Representations and Warranties and Covenants. 9.1 Each Party represents and warrants to the other Parties that: (i) it is a duly incorporated and validly existing legal person in its country of incorporation and has all requisite corporate power and authority to conduct its business in accordance with its business license, articles of association or similar corporate organizational documents; (ii) it has the full power and authority and has taken all corporate actions necessary to enter into, to execute and deliver and to perform all its obligations under this Agreement, as the case may be, and to consummate the transactions contemplated herein and therein; (iii) upon execution, this Agreement will constitute its valid and binding obligations enforceable against it in accordance with their terms; (iv) no notices, reports or other filings are required to be made by it with, nor are any consents, waivers, authorization, registrations, approvals, declarations, permits or expiration of any applicable waiting periods are required to be obtained by it from, any Government Authority in connection with the execution or delivery of this Agreement; (v) no litigation, judicial or governmental proceeding is pending, or to the best of its knowledge threatened against it, which would have a material adverse effect on its financial condition or business or its ability to carry out the transactions contemplated herein and therein; and (vi) it is not related to any anti-social forces. 9.2 Each Party shall (a) provide the means and facilities necessary to carry out its respective tasks set out hereunder in a professional manner, (b) provide appropriate and qualified personnel for the performance of its respective tasks hereunder, (c) use all reasonable efforts to carry out the Work and their respective tasks within the period fixed by the time schedule agreed to by the Parties, (d) ascertain that the Work will be carried out in full accordance with the stipulations of this Agreement, (e) maintain the Work in confidence pending disclosure to and protection; and (f) not to knowingly or negligently use knowledge in violation of third parties’ rights. 9.3 The Parties acknowledge that Background Information, Sideground Information, Project Sideground Information, Results, Improvements and all other information provided by one Party to another under the Agreement are provided on an “AS IS” basis, without any express or implied warranty, including but not limited to, any and all warranties as to their commercial exploitation, safety, fitness or conformity for any particular purpose or use, accuracy and absence of defects, nor as to the absence of any dependence upon or infringement of proprietary rights of third parties. 9.4 Except as provided in Article 9.2, the Parties do not represent nor warrant to each other that any advice or information given by them or by any of their respective employees who work on any part of the Project, or the content or use of any Results, Background Information, Sideground Information, Project Sideground Information, Improvement or materials, works or information provided in connection with the Project will not constitute or result in any infringement of third-party rights.

Representations and Warranties and Covenants. 9.1 3.1 Each Party represents and warrants to the other Parties that: (i) it as follows: 3.1.1 It is a duly incorporated organized and validly existing legal person under the laws of jurisdiction in its country of incorporation which it is incorporated and has all requisite the necessary corporate power and authority to conduct carry on its business in accordance with its business license, articles of association or similar corporate organizational documents; (ii) it business. 3.1.2 It has the full all necessary power and authority and has taken all corporate actions necessary to enter into, to execute and deliver and to perform all its obligations under this Agreement, as the case may be, and to consummate the transactions contemplated herein and therein; (iii) upon execution, this Agreement will and this Agreement shall constitute its valid and binding obligations enforceable against it in accordance with their terms; (iv) no notices, reports or other filings are required to be made by it with, nor are any consents, waivers, authorization, registrations, approvals, declarations, permits or expiration of any applicable waiting periods are required to be obtained by it from, any Government Authority in connection with the obligations. The execution or and delivery of this Agreement; (v) Agreement has been duly and validly authorised and no litigation, judicial other corporate action or governmental proceeding is pending, or to the best of its knowledge threatened against it, which would have a material adverse effect on its financial condition or business or its ability part is necessary to carry out the transactions contemplated herein and therein; and (vi) it is not related to any anti-social forcesauthorise execution of this Agreement. 9.2 Each Party shall 3.1.3 The execution and delivery of this Agreement does not and will not: (a) provide the means and facilities necessary to carry out contravene any provisions of its respective tasks set out hereunder in a professional manner, charter documents or its memorandum of association or articles of association; (b) provide appropriate and qualified personnel for excluding the performance Other Shareholder Agreements (each of its respective tasks hereunderwhich shall stand terminated on the Effective Date), to the extent applicable to such Party, result in a default or give rise to any right of termination, cancellation or acceleration under any of the terms, conditions or provisions of any material indenture, mortgage, note, lien, license, government registration, contract, lease, agreement or other instrument or obligation to which it is a party or by which it is bound; or (c) use all reasonable efforts violate any order, writ, judgement, injunction, decree, statute, ordinance, rule or regulation applicable to carry out the Work it. 3.1.4 No order has been made, petition presented, resolution passed or meeting convened for its liquidation, winding up and/or for an administration order against it and their respective tasks within the period fixed there are no cases or proceedings under any applicable insolvency, reorganisation, or similar applicable Laws and no events have occurred which, under applicable Laws, would justify and result in any such cases or proceedings, other than as disclosed by the time Company in the disclosure schedule agreed to delivered by the Parties, (d) ascertain that Company pursuant to the Work will be carried out in full accordance with the stipulations of Share Purchase Agreement. 3.1.5 Except for this Agreement, the Implementation Agreement and the Other Shareholder Agreements (e) maintain each of which shall stand terminated on the Work in confidence pending disclosure Effective Date), to and protection; and (f) the extent applicable to such Party, such Party has not entered into or agreed to knowingly be bound by any other agreements or negligently use knowledge in violation arrangements of third parties’ rights. 9.3 The Parties acknowledge that Background Information, Sideground Information, Project Sideground Information, Results, Improvements and all any kind with any other information provided by one Party with respect to another under the Agreement are provided on an “AS IS” basis, without any express or implied warrantyEquity Shares, including but agreements or arrangements with respect to the acquisition, disposition or other transfer of the Equity Shares or any interest therein or the voting of the Equity Shares, election of Directors or otherwise relating to the management and/or governance of the Company (whether or not limited tosuch agreements and arrangements are with the Company or any other Shareholder) and or any trust, proxy, power of attorney, pooling arrangement or any and all warranties as to their commercial exploitationother contract, safety, fitness arrangement or conformity for any particular device with the purpose or use, accuracy and absence effect of defects, nor as to the absence divesting such Shareholder of any dependence upon or infringement of proprietary rights of third parties. 9.4 Except as provided in Article 9.2, the Parties do not represent nor warrant to each other that any advice or information given by them or by any of their respective employees who work on any part beneficial ownership of the Project, or the content or use of any Results, Background Information, Sideground Information, Project Sideground Information, Improvement or materials, works or information provided in connection with the Project will not constitute or result in any infringement of third-party rightsEquity Shares.

Representations and Warranties and Covenants. 9.1 3.1. Each Party of the parties hereto represents and warrants to the other Parties parties that: : (ia) it is a duly incorporated and validly existing legal person in its country of incorporation and such party has all requisite corporate power and authority to conduct its business in accordance with its business license, articles of association or similar corporate organizational documents; (ii) it has the full power and other authority and has taken all corporate actions power necessary to enter into, to execute and deliver and to perform all its obligations under this Agreement, as the case may be, Agreement and to consummate the transactions and perform its obligations contemplated herein hereby; (b) the execution and thereindelivery of this Agreement and the consummation of the transactions and performance of its obligations contemplated hereby have been duly and validly authorized by all required corporate or other action on the part of such party and no other proceedings on the part of such party are necessary to authorize the execution and delivery of this Agreement or to consummate the transactions and perform its obligations contemplated hereby; (c) this Agreement has been duly and validly executed and delivered by such party and constitutes the valid and binding obligation of such party enforceable against such party in accordance with its terms; and (iiid) upon execution, this Agreement will constitute its valid and binding obligations enforceable against it not result in accordance with their terms; (iv) no notices, reports or other filings are required to be made by it with, nor are any consents, waivers, authorization, registrations, approvals, declarations, permits or expiration a violation of any applicable waiting periods are required terms or provisions of any agreements to which such person is a party or by which such party may otherwise be obtained by it frombound or of any law, any Government Authority in connection with the execution rule, license, regulation, judgment, order or delivery of this Agreement; (v) no litigation, judicial decree governing or governmental proceeding is pending, or affecting such party. 3.2. Prior to the best of its knowledge threatened against it, which would have a material adverse effect on its financial condition or business or its ability to carry out the transactions contemplated herein and therein; and (vi) it is not related to any anti-social forces. 9.2 Each Party shall (a) provide the means and facilities necessary to carry out its respective tasks set out hereunder in a professional manner, (b) provide appropriate and qualified personnel for the performance of its respective tasks hereunder, (c) use all reasonable efforts to carry out the Work and their respective tasks within the period fixed by the time schedule agreed to by the Parties, (d) ascertain that the Work will be carried out in full accordance with the stipulations date of this Agreement, (e) maintain the Work in confidence pending disclosure Company terminated the employment of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ pursuant to the terms of the Separation Agreement, a copy of which was made available to the Sarissa Group prior to the date hereof. The Company shall enforce all of the terms and protection; provisions of, and (f) comply with the terms and provisions of, such Separation Agreement, and shall not amend, waive or modify any of the terms or provisions thereof, or enter into any other agreement or understanding with respect to knowingly or negligently use knowledge in violation the subject matter thereof, without the prior written consent of third parties’ rightsthe Sarissa Group. 9.3 The Parties acknowledge that Background Information3.3. From and after the date of this Agreement, Sideground Information, Project Sideground Information, Results, Improvements the Designees shall be covered by the same indemnification and all other information provided by one Party to another under the Agreement insurance provisions and coverage as are provided on an “AS IS” basis, without any express or implied warranty, including but not limited to, any and all warranties as to their commercial exploitation, safety, fitness or conformity for any particular purpose or use, accuracy and absence of defects, nor as applicable to the absence individuals that are currently directors of any dependence upon or infringement the Company and be offered the right to enter into the same indemnification agreements, if any, generally offered to other directors of proprietary rights of third partiesthe Company. 9.4 Except as provided in Article 9.23.4. The Company represents, warrants, covenants and agrees that, to the extent any contract, plan, agreement, indenture or arrangement of the Company or any Subsidiary thereof (including indemnification agreements, instruments governing indebtedness or provisions of the certificate of incorporation or bylaws of the Company or any Subsidiary thereof) has “continuing director” or similar concepts, the Parties do not represent nor warrant Board has resolved, at or prior to the execution of this Agreement, that each other that any advice or information given by them or Designee shall, to the extent permitted by any of their respective employees who work on any part such arrangements, be deemed a “continuing director” (or similar term) for all purposes thereof and that each Designee shall be deemed to have been endorsed and approved by a majority of the Projectdirectors of the Company (and that, or to the content or use of any Resultsextent applicable, Background Information, Sideground Information, Project Sideground Information, Improvement or materials, works or information provided such endorsement is not in connection with an actual or threatened proxy contest relating to the Project will not constitute election of directors of the Company) before the date hereof. 3.5. The Company hereby agrees that it shall not, for so long as any Designee is a member of the Board (a) adopt any policies applicable to directors that are inconsistent with the provisions of this Agreement and to the extent any such policies are inconsistent with the terms of this Agreement, the terms of this Agreement shall govern or result (b) amend the provisions of the Company’s bylaws governing the timing of nominations of persons for election to the Board and the proposal of business to be considered by the Company’s stockholders. 3.6. Each of the Company and the Sarissa Group shall separately enter into a release of liability agreement with each of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ in any infringement the forms agreed to prior to the date hereof. 3.7. Promptly following the execution of thirdthis Agreement, the Company shall announce the terms hereof solely by the filing with the SEC of a Form 8-party rightsK approved in writing by the Sarissa Group and the Company shall make no other public announcement of the terms hereof without the prior written consent of the Sarissa Group; provided, however, the Company may make a subsequent public disclosure of the contents of the aforementioned Form 8-K without further approval of the Sarissa Group.

Representations and Warranties and Covenants. 9.1 8.1 Each Party hereby represents and warrants to the other Parties that: Party as follows: (ia) it Such Party is a company/corporation, duly incorporated and organized, validly existing legal person and in good standing under the laws of the jurisdiction of its country incorporation or organization, is qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which the conduct of incorporation and has all requisite corporate power and authority to conduct its business in accordance with or the ownership of its business license, articles of association or similar corporate organizational documents; (ii) it has the full power properties requires such qualification and authority and has taken all corporate actions necessary failure to enter into, to execute and deliver and to perform all have such would prevent such Party from performing its obligations under this Agreement, as the case may be, and to consummate the transactions contemplated herein and therein; ; (iiib) upon The execution, delivery and performance of this Agreement will constitute its by such Party have been duly authorized by all necessary corporate or organizational action. This Agreement is a legal and valid obligation binding on such Party and binding obligations enforceable against it in accordance with their terms; its terms and does not (ivi) no noticesto such Party’s knowledge, reports violate any law, rule, regulation, order, writ, judgment, decree, determination or award of any court, governmental body or administrative or other filings are required agency having jurisdiction over such Party, or (ii) conflict with, or constitute a default under, any agreement, instrument or understanding, oral or written, to which such Party is a party or by which it is bound; (c) Other than the Regulatory Approvals, no government authorization, consent, approval, license, exemption of, or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, under any Applicable Laws currently in effect, is or will be made necessary for, or in connection with, the transaction contemplated by this Agreement or any other agreement or instrument executed in connection herewith, or for the performance by it withof its obligations under this Agreement and such other agreements; (d) Such Party is (i) not, nor are and during the Term shall not be, a Debarred Entity; and (ii) not currently using, and will not in the future use, in any consentscapacity, waivers, authorization, registrations, approvals, declarations, permits or expiration of any applicable waiting periods are required to be obtained by it from, any Government Authority in connection with the execution performance of its duties or delivery obligations hereunder, the services of this Agreement; any person or entity debarred or subject to debarment under 21 U.S.C. § 335a or otherwise disqualified or suspended from performing services or otherwise subject to any restrictions or sanctions by the FDA (v) no litigationa “Debarred Entity”). Such Party shall immediately notify the other Party in writing if either such Party or any person or entity who is performing services on its behalf hereunder is or becomes a Debarred Entity or if any action, judicial claim, investigation, or governmental other legal or administrative proceeding is pendingpending or, or to the best of its knowledge threatened against itsuch Party’s knowledge, which threatened, that would have make the other Party or any person or entity performing services hereunder a material adverse effect on its financial condition or business or its ability to carry out the transactions contemplated herein and therein; and (vi) it is not related to any anti-social forces.Debarred Entity; 9.2 Each Party shall (a) provide the means and facilities necessary to carry out its respective tasks set out hereunder in a professional manner, (b) provide appropriate and qualified personnel for the performance of its respective tasks hereunder, (c) use all reasonable efforts to carry out the Work and their respective tasks within the period fixed by the time schedule agreed to by the Parties, (d) ascertain that the Work will be carried out in full accordance with the stipulations of this Agreement, (e) maintain Such Party will not take or permit its Affiliates to take, any action to make the Work Product unfit for commerce under any applicable regulatory requirements in confidence pending disclosure to and protection; and the Territory (f) not to knowingly or negligently use knowledge in violation of third parties’ rights. 9.3 The Parties acknowledge that Background Informationincluding, Sideground Information, Project Sideground Information, Results, Improvements and all other information provided by one Party to another under the Agreement are provided on an “AS IS” basis, without any express or implied warranty, including but not limited to, any and all warranties being adulterated or misbranded as to their commercial exploitationdefined under the FD&C Act or becoming an article that may not, safetyunder the FD&C Act, fitness be introduced into interstate commerce); (f) as of the Effective Date there are no litigation proceedings, investigations or conformity for any particular purpose or use, accuracy and absence of defects, nor as to the absence claims of any dependence upon nature pending against, or infringement to its Knowledge, threatened by or against, such Party that may affect fulfilment of proprietary the rights and obligations of third parties. 9.4 Except as provided in Article 9.2, the Parties do not represent nor warrant to each other that any advice or information given by them or by any of their respective employees who work on any part of the Project, or the content or use of any Results, Background Information, Sideground Information, Project Sideground Information, Improvement or materials, works or information provided in connection with the Project will not constitute or result in any infringement of third-party rights.under this Agreement; and

Representations and Warranties and Covenants. 9.1 3.1. Each Party of the parties hereto represents and warrants to the other Parties parties that: : (ia) it is a duly incorporated and validly existing legal person in its country of incorporation and such party has all requisite corporate power and authority to conduct its business in accordance with its business license, articles of association or similar corporate organizational documents; (ii) it has the full power and other authority and has taken all corporate actions power necessary to enter into, to execute and deliver and to perform all its obligations under this Agreement, as the case may be, Agreement and to consummate the transactions and perform its obligations contemplated herein hereby; (b) the execution and thereindelivery of this Agreement and the consummation of the transactions and performance of its obligations contemplated hereby have been duly and validly authorized by all required corporate or other action on the part of such party and no other proceedings on the part of such party are necessary to authorize the execution and delivery of this Agreement or to consummate the transactions and perform its obligations contemplated hereby; (c) this Agreement has been duly and validly executed and delivered by such party and constitutes the valid and binding obligation of such party enforceable against such party in accordance with its terms; and (iiid) upon execution, this Agreement will constitute its valid and binding obligations enforceable against it not result in accordance with their terms; (iv) no notices, reports or other filings are required to be made by it with, nor are any consents, waivers, authorization, registrations, approvals, declarations, permits or expiration a violation of any applicable waiting periods are required terms or provisions of any agreements to which such person is a party or by which such party may otherwise be obtained by it frombound or of any law, any Government Authority in connection with the execution rule, license, regulation, judgment, order or delivery of this Agreement; (v) no litigation, judicial decree governing or governmental proceeding is pending, or affecting such party. 3.2. Prior to the best of its knowledge threatened against it, which would have a material adverse effect on its financial condition or business or its ability to carry out the transactions contemplated herein and therein; and (vi) it is not related to any anti-social forces. 9.2 Each Party shall (a) provide the means and facilities necessary to carry out its respective tasks set out hereunder in a professional manner, (b) provide appropriate and qualified personnel for the performance of its respective tasks hereunder, (c) use all reasonable efforts to carry out the Work and their respective tasks within the period fixed by the time schedule agreed to by the Parties, (d) ascertain that the Work will be carried out in full accordance with the stipulations date of this Agreement, (e) maintain the Work in confidence pending disclosure Company terminated the employment of M▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ pursuant to the terms of the Separation Agreement, a copy of which was made available to the Sarissa Group prior to the date hereof. The Company shall enforce all of the terms and protection; provisions of, and (f) comply with the terms and provisions of, such Separation Agreement, and shall not amend, waive or modify any of the terms or provisions thereof, or enter into any other agreement or understanding with respect to knowingly or negligently use knowledge in violation the subject matter thereof, without the prior written consent of third parties’ rightsthe Sarissa Group. 9.3 The Parties acknowledge that Background Information3.3. From and after the date of this Agreement, Sideground Information, Project Sideground Information, Results, Improvements the Designees shall be covered by the same indemnification and all other information provided by one Party to another under the Agreement insurance provisions and coverage as are provided on an “AS IS” basis, without any express or implied warranty, including but not limited to, any and all warranties as to their commercial exploitation, safety, fitness or conformity for any particular purpose or use, accuracy and absence of defects, nor as applicable to the absence individuals that are currently directors of any dependence upon or infringement the Company and be offered the right to enter into the same indemnification agreements, if any, generally offered to other directors of proprietary rights of third partiesthe Company. 9.4 Except as provided in Article 9.23.4. The Company represents, warrants, covenants and agrees that, to the extent any contract, plan, agreement, indenture or arrangement of the Company or any Subsidiary thereof (including indemnification agreements, instruments governing indebtedness or provisions of the certificate of incorporation or bylaws of the Company or any Subsidiary thereof) has “continuing director” or similar concepts, the Parties do not represent nor warrant Board has resolved, at or prior to the execution of this Agreement, that each other that any advice or information given by them or Designee shall, to the extent permitted by any of their respective employees who work on any part such arrangements, be deemed a “continuing director” (or similar term) for all purposes thereof and that each Designee shall be deemed to have been endorsed and approved by a majority of the Projectdirectors of the Company (and that, or to the content or use of any Resultsextent applicable, Background Information, Sideground Information, Project Sideground Information, Improvement or materials, works or information provided such endorsement is not in connection with an actual or threatened proxy contest relating to the Project will not constitute election of directors of the Company) before the date hereof. 3.5. The Company hereby agrees that it shall not, for so long as any Designee is a member of the Board (a) adopt any policies applicable to directors that are inconsistent with the provisions of this Agreement and to the extent any such policies are inconsistent with the terms of this Agreement, the terms of this Agreement shall govern or result (b) amend the provisions of the Company’s bylaws governing the timing of nominations of persons for election to the Board and the proposal of business to be considered by the Company’s stockholders. 3.6. Each of the Company and the Sarissa Group shall separately enter into a release of liability agreement with each of B▇▇▇▇▇▇ ▇▇▇▇▇▇, C▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, P▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, P▇▇▇ ▇. ▇▇▇▇, and W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ in any infringement the forms agreed to prior to the date hereof. 3.7. Promptly following the execution of thirdthis Agreement, the Company shall announce the terms hereof solely by the filing with the SEC of a Form 8-party rightsK approved in writing by the Sarissa Group and the Company shall make no other public announcement of the terms hereof without the prior written consent of the Sarissa Group; provided, however, the Company may make a subsequent public disclosure of the contents of the aforementioned Form 8-K without further approval of the Sarissa Group.

Representations and Warranties and Covenants. 9.1 Each Party represents The Company as of the date of this Agreement, the date of the Red ▇▇▇▇▇▇▇ Prospectus, the date of the Prospectus, the date of Allotment and warrants the date of commencement of listing and trading of the Equity Shares, represents, warrants, covenants and undertakes to the other Parties that: the following: (ia) it This Agreement has been duly authorized, executed and delivered by the Company. This Agreement is a duly incorporated valid and validly existing legal person in its country of incorporation and has all requisite corporate power and authority to conduct its business legally binding instrument, enforceable against the Company, in accordance with its business licenseterms, articles and the execution and delivery by the Company of, and the performance by the Company of association its obligations under this Agreement shall not conflict with, result in a breach or similar corporate organizational documents; violation of, or imposition of any pre-emptive right, lien, mortgage, charge, pledge, security interest, defects, claim, trust or any other encumbrance or transfer restriction, both present and future (ii“Encumbrances”) it has on any property or assets of the full power Company, contravene any provision of Applicable Law or the constitutional documents of the Company or any agreement or other instrument binding on the Company or to which any of the assets or properties of the Company are subject and authority and has taken all corporate actions necessary to enter intono consent, to execute and deliver and to perform all approval, authorization or order of, or qualification with, any Governmental Authority or under any contractual arrangements by which the Company is bound, is required for the performance by the Company of its obligations under this Agreement, except such as have been obtained or shall be obtained prior to the case may becompletion of the Offer; (b) The Company shall not create any mortgage, charge, pledge, lien, trust or any other security, interest or other encumbrance over the Cash Escrow Accounts, the Public Offer Account, Refund Account or the monies deposited therein; and (c) The Company shall not have recourse to any proceeds of the Offer, including any amounts in the Public Offer Account, until the final listing and trading approvals from the Stock Exchanges have been obtained by the Company. 9.2 The Promoter Selling Shareholders and the Promoter Group Selling Shareholders, as of the date of this Agreement, the date of the Red ▇▇▇▇▇▇▇ Prospectus, the date of the Prospectus, date of Allotment and the date of commencement of listing and trading of the Equity Shares, represent, warrant, covenant and undertake to the other Parties, the following: (a) This Agreement has been duly authorized, executed and delivered by them and is a valid and legally binding instrument, enforceable against them in accordance with their terms, and to consummate the transactions contemplated herein and therein; (iii) upon execution, delivery by them, and the performance by them of their obligations under this Agreement shall not or will constitute not conflict with, result in a breach or violation of, or contravene any provision of Applicable Law, or any agreement or other instrument binding on it; (b) They shall not have recourse to the proceeds from the Offer which shall be held in escrow until the final listing and trading approvals from all the stock exchanges where listing is proposed, have been obtained and the proceeds from the escrow account (after meeting the Offer expenses, applicable taxes including securities transaction tax, shared in accordance with Applicable Law) will be transferred to the Promoter Group Selling Shareholder and the Company. (c) The Promoter Selling Shareholders and the Promoter Group Selling Shareholders acknowledge and agree that the payment of STT in relation to the Offered Shares is the obligation of such Selling Shareholder with respect his or her respective portion of the Offered Shares, and that such STT shall be payable directly from the Public Offer Account after transfer of funds from the Escrow Accounts and the ASBA Accounts to the Public Offer Account, and immediately on receipt of final listing and trading approvals from the Stock Exchanges, in the manner set out in the Offer Documents as well as in this Agreement. STT shall be deducted based on opinion(s) issued by an independent chartered accountant(s) (with valid peer review) appointed by the Company and provided to the BRLMs and the BRLMs shall have no liability towards determination of the quantum of STT to be paid. Accordingly, in the event of any future proceedings or litigation by any Indian revenue authorities against any of the BRLMs relating to the payment of STT or any other tax or claim or demand under Applicable Law in relation their respective portion of Offered Shares in the Offer, they shall furnish all necessary reports, documents, papers or information as may be required by the BRLMs to provide independent submissions for themselves or their Affiliates, in such proceedings or litigation. Further, the BRLMs shall not be liable in any manner whatsoever for any failure or delay on the part of any of the Selling Shareholders to discharge its obligation to pay the whole or any part of any amount due as STT or any other tax, penalty, claim, interest, demand or other amount in relation to its Offered Shares under Applicable Law. Each of the BRLMs, severally and not jointly, agrees that all information furnished to the BRLMs by the Promoter Selling Shareholders and the Promoter Group Selling Shareholders in this regard shall be utilized only for addressing proceedings/ investigation under this clause and kept confidential. 9.3 The Individual Selling Shareholder hereby, as of the date of this Agreement, the date of the Red ▇▇▇▇▇▇▇ Prospectus, the date of the Prospectus, date of Allotment and the date of commencement of listing and trading of the Equity Shares, represents, warrants, covenants and undertakes to the other Parties, the following: (a) This Agreement has been duly authorized, executed and delivered by him and is a valid and legally binding instrument, enforceable against him in accordance with its terms, and the execution, delivery by him, and the performance by him of his obligations under this Agreement shall not or will not conflict with, result in a breach or violation of, or contravene any provision of Applicable Law, or any agreement or other instrument binding on him; (b) Subject to Clause 3.2.3.2, he shall not have recourse to any proceeds of the Offer, including any amounts in the Public Offer Account, until the final listing and trading approvals from the Stock Exchanges have been obtained by the Company; and (c) The Individual Selling Shareholder acknowledges and agrees that the payment of STT in relation to the Offered Shares is the obligation of such Selling Shareholder with respect his respective portion of the Offered Shares, and that such STT shall be payable directly from the Public Offer Account after transfer of funds from the Escrow Accounts and the ASBA Accounts to the Public Offer Account, and immediately on receipt of final listing and trading approvals from the Stock Exchanges, in the manner set out in the Offer Documents as well as in this Agreement. STT shall be deducted based on opinion(s) issued by an independent chartered accountant(s) (with valid peer review) appointed by the Company and provided to the BRLMs and the BRLMs shall have no liability towards determination of the quantum of STT to be paid. Accordingly, in the event of any future proceeding, investigation, demand, claim, request, litigation or arbitration by the Governmental Authority including Indian revenue authorities against any of the BRLMs relating to the payment of STT or any other tax or claim or demand under Applicable Law in relation his portion of the Offered Shares in the Offer, he shall bear all the cost and furnish all necessary reports, documents, papers or information as may be required by the BRLMs to provide independent submissions for themselves or their Affiliates, in any ongoing or future litigation or arbitration and/or investigation by any regulatory or supervisory authority or proceeding, demand, claim, request, litigation or arbitration by any Governmental Authority and neither of the BRLMs shall be liable in any manner whatsoever for any failure or delay on the part of the Selling Shareholder to discharge his obligation to pay the whole or any part of any amount due as STT or any other tax, penalty, claim, interest, demand or other amount in relation to his Offered Shares under Applicable Law. Each of the BRLMs, severally and not jointly, agrees that all information furnished to the BRLMs by the Individual Selling Shareholder in this regard shall be utilized only for the purposes of this clause and for addressing proceedings/ investigation with respect thereto and kept confidential. 9.4 The Other Selling Shareholders hereby, as of the date of this Agreement, the date of the Red ▇▇▇▇▇▇▇ Prospectus, the date of the Prospectus, date of Allotment and the date of commencement of listing and trading of the Equity Shares, represent, warrant, covenant and undertake to the other Parties, the following: (a) This Agreement has been duly authorized, executed and delivered by them and is a valid and legally binding instrument, enforceable against them in accordance with their terms, and the execution, delivery by them, and the performance by them of their obligations under this Agreement shall not or will not conflict with, result in a breach or violation of, or contravene any provision of Applicable Law, or any agreement or other instrument binding on it; (b) Subject to Clause 3.2.3.2, they shall not have recourse to any proceeds of the Offer, including any amounts in the Public Offer Account, until the final listing and trading approvals from the Stock Exchanges have been obtained by the Company; and (c) The Other Selling Shareholders acknowledge and agree that the payment of STT in relation to the Offered Shares is the obligation of such Selling Shareholder with respect his or her respective portion of the Offered Shares, and that such STT shall be payable directly from the Public Offer Account after transfer of funds from the Escrow Accounts and the ASBA Accounts to the Public Offer Account, and immediately on receipt of final listing and trading approvals from the Stock Exchanges, in the manner set out in the Offer Documents as well as in this Agreement. STT shall be deducted based on opinion(s) issued by an independent chartered accountant(s) (with valid peer review) appointed by the Company and provided to the BRLMs and the BRLMs shall have no liability towards determination of the quantum of STT to be paid. Accordingly, in the event of any future proceeding, investigation, demand, claim, request, litigation or arbitration by the Governmental Authority including Indian revenue authorities against any of the BRLMs relating to the payment of STT or any other tax or claim or demand under Applicable Law in relation their respective portion of Offered Shares in the Offer, they shall bear all the cost and furnish all necessary reports, documents, papers or information as may be required by the BRLMs to provide independent submissions for themselves or their Affiliates, in any ongoing or future litigation or arbitration and/or investigation by any regulatory or supervisory authority or proceeding, demand, claim, request, litigation or arbitration by any Governmental Authority and neither of the BRLMs shall be liable in any manner whatsoever for any failure or delay on the part of any of the Selling Shareholders to discharge its obligation to pay the whole or any part of any amount due as STT or any other tax, penalty, claim, interest, demand or other amount in relation to its Offered Shares under Applicable Law. Each of the BRLMs, severally and not jointly, agrees that all information furnished to the BRLMs by the Other Selling Shareholders in this regard shall be utilized only for the purposes of this clause and for addressing proceedings/ investigation with respect thereto and kept confidential. 9.5 The Investor Selling Shareholder represents, warrants and undertakes to the other Parties as of the date of this Agreement, the date of the Red ▇▇▇▇▇▇▇ Prospectus, the Bid/Offer Opening Date, the Bid/Offer Closing Date, the date of the Prospectus, date of Allotment and the date of commencement of trading of the Equity Shares on the Stock Exchanges, the following: (a) This Agreement has been duly authorized, executed and delivered by it and is a valid and legally binding instrument, enforceable against it in accordance with their its terms; (iv) no notices, reports and the execution, delivery and the performance by it of its obligations under this Agreement shall not or will not conflict with, result in a breach or violation of, or contravene any provision of Applicable Law, or any agreement or other filings are required instrument binding on it; and (b) Subject to be made by Clause 3.2.3.2, it withshall not have access to the money raised in the Offer, nor are including any consentsamounts in the Public Offer Account, waivers, authorization, registrations, approvals, declarations, permits or expiration of any applicable waiting periods are required to be until the final listing and trading approvals from the Stock Exchanges have been obtained by the Company. 9.6 The Registrar, Escrow Collection Bank / Public Offer Account Bank/ Refund Bank/ Sponsor Banks, in their respective capacities, represent, warrant, undertake and covenant (severally and not jointly) to the other Parties, as of the date hereof, and as of the dates of Red ▇▇▇▇▇▇▇ Prospectus, Prospectus, Allotment and date of listing and commencement of trading of Equity Shares that: (a) This Agreement constitutes a valid, legal and binding obligation on their respective parts enforceable against the respective parties, in accordance with the terms hereof; (b) The execution, delivery and performance of this Agreement and any other document related thereto has been duly authorized and the assignment does not violate, or constitute a breach of, (a) any respective Applicable Laws, (b) their respective constitutional documents, or (c) any provisions of, or constitute a default under, any other agreement or instrument or undertaking, respectively, to which it fromis a party or which is binding on them or any of their respective assets and no consent, approval, authorization or order of, or qualification with, any Government Authority in connection is required for the performance by them of their respective obligations under this Agreement, except as has been obtained or shall be obtained prior to completion of the Offer; and (c) No mortgage, charge, pledge, lien, security interest, defects, claims, trust, or any other security interest or other encumbrance shall be created or exist over the Cash Escrow Accounts, the Public Offer Account, Refund Account or the monies deposited therein. 9.7 The Sponsor Banks specifically represent, warrant, undertake and covenant to the other Parties, as of the date hereof, and as of the dates of Red ▇▇▇▇▇▇▇ Prospectus, Prospectus, Allotment and date of listing and commencement of trading of Equity Shares, to the parties, that: (a) they have been registered with the execution or delivery SEBI as a ‘banker to an issue’ in terms of this Agreementthe SEBI (Bankers to an Issue) Regulations, 1994 and have been granted a UPI certification as specified in the November 2018 Circular with NPCI and such certification is valid as on date and in existence until completion of the Offer, and it is in compliance with the terms and conditions of such certification; (b) they have conducted a mock trial run of the systems necessary to undertake its respective obligations as a Sponsor Bank, as specified by the November 2018 Circular, the SEBI UPI Circulars and other Applicable Law, with the Stock Exchanges and the Registrar and transfer agents; (c) their information technology systems, equipment and software (i) operate and perform in all material respects in accordance with their documentation and functional specifications; (vii) no litigationhave not materially malfunctioned or failed in the past, judicial or governmental proceeding is pendingincluding in the course of discharging obligations similar to the ones contemplated herein; (iii) are free of any viruses, or other similar undocumented software or hardware components that are designed to interrupt use of, permit unauthorized access to, or disable, damage or erase, any software material to the best business of its knowledge threatened against it, which would have a material adverse effect on its financial condition or business or its ability to carry out the transactions contemplated herein and thereinSponsor Bank; and (viiv) it is not related to any anti-social forces.are the subject of commercially reasonable backup and disaster recovery technology processes consistent with industry standard practices; 9.2 Each Party shall (a) provide the means and facilities necessary to carry out its respective tasks set out hereunder in a professional manner, (b) provide appropriate and qualified personnel for the performance of its respective tasks hereunder, (c) use all reasonable efforts to carry out the Work and their respective tasks within the period fixed by the time schedule agreed to by the Parties, (d) ascertain they have certified to SEBI about its readiness to act as a sponsor bank and for inclusion of its name in SEBI’s list of sponsor banks, as per the format specified in the November 2018 Circular and the SEBI UPI Circulars and that the Work will be carried out in full accordance with the stipulations of this Agreement, (e) maintain the Work in confidence pending disclosure to and protection; and (f) not to knowingly or negligently use knowledge in violation of third parties’ rights. 9.3 The Parties acknowledge that Background Information, Sideground Information, Project Sideground Information, Results, Improvements and all other information provided by one Party to another under the Agreement are provided on an “AS IS” basis, without any express or implied warranty, including but not limited to, any and all warranties as to their commercial exploitation, safety, fitness or conformity for any particular purpose or use, accuracy and absence of defects, nor as to the absence of any dependence upon or infringement of proprietary rights of third parties. 9.4 Except as provided in Article 9.2, the Parties do not represent nor warrant to each other that any advice or information given by them or by any of their respective employees who work on any part of the Project, or the content or use of any Results, Background Information, Sideground Information, Project Sideground Information, Improvement or materials, works or information provided in connection with the Project will not constitute or result in any infringement of third-party rights.there have been no adverse

Representations and Warranties and Covenants. 9.1 Each Party represents 8.1 The Company as of the date of this Agreement, the date of the Red ▇▇▇▇▇▇▇ Prospectus, the date of the Prospectus, the date of Allotment and warrants the date of commencement of listing and trading of the Equity Shares, represents, warrants, covenants and undertakes to the other Parties that: the following: (ia) it This Agreement has been duly authorized, executed and delivered by the Company. This Agreement is a duly incorporated valid and validly existing legal person in its country of incorporation and has all requisite corporate power and authority to conduct its business legally binding instrument, enforceable against the Company, in accordance with its business licenseterms, articles and the execution and delivery by the Company of, and the performance by the Company of association its obligations under this Agreement shall not conflict with, result in a breach or similar corporate organizational documents; violation of, or imposition of any pre-emptive right, lien, mortgage, charge, pledge, security interest, defects, claim, trust or any other encumbrance or transfer restriction, both present and future (ii“Encumbrances”) it has on any property or assets of the full power Company, contravene any provision of Applicable Law or the constitutional documents of the Company or any agreement or other instrument binding on the Company or to which any of the assets or properties of the Company are subject and authority and has taken all corporate actions necessary to enter intono consent, to execute and deliver and to perform all approval, authorization or order of, or qualification with, any Governmental Authority or under any contractual arrangements by which the Company is bound, is required for the performance by the Company of its obligations under this Agreement, except such as have been obtained or shall be obtained prior to the case completion of the Offer; (b) The Company shall not create any mortgage, charge, pledge, lien, trust or any other security, interest or other encumbrance over the Cash Escrow Accounts, the Public Offer Account, Refund Account or the monies deposited therein; and (c) The Company shall not have recourse to any proceeds of the Offer, including any amounts in the Public Offer Account, until the final listing and trading approvals from the Stock Exchanges have been obtained by the Company. (d) The Company is not aware of any legal, quasi-legal, statutory, arbitration, mediation, conciliation, administrative or other proceedings, claims, actions, governmental investigations, orders, judgments or decrees of any nature made, existing, threatened, anticipated or pending by or against it which may beprejudicially affect the due performance or enforceability of this Agreement or any obligation, and act, omission or transaction contemplated hereunder. (e) The Company has not received, and, does not anticipate to consummate receive, any notice, intimation, information and/or other communication of any proceeding, investigation, inquiry, award or order (by whatever name called) which in respect of, or which may prevent or impede the completion of, the transactions contemplated herein and thereinherein; and (iiif) upon execution, this Agreement will constitute its valid and binding obligations enforceable against it in accordance with their terms; (iv) no notices, reports or other filings are required to be made by it with, nor are any The Company represents that all consents, waivers, authorization, registrations, approvals, declarations, permits or expiration of any applicable waiting periods are approvals and authorisations (if any) required to be obtained by it fromfor the execution, delivery, performance and consummation of this Agreement and the transactions contemplated hereunder have been obtained. 8.2 The Selling Shareholders as of the date of this Agreement, the date of the Red ▇▇▇▇▇▇▇ Prospectus, the date of the Prospectus, date of Allotment and the date of commencement of listing and trading of the Equity Shares, represent, warrant, covenant and undertake to the other Parties, the following: (a) This Agreement has been duly authorized, executed and delivered by them and is a valid and legally binding instrument, enforceable against them in accordance with their terms, and the execution, delivery by them, and the performance by them of their obligations under this Agreement shall not or will not conflict with, result in a breach or violation of, or contravene any provision of Applicable Law, or any agreement or other instrument binding on it; (b) They shall not have recourse to the proceeds from the Offer which shall be held in escrow until the final listing and trading approvals from all the stock exchanges where listing is proposed, have been obtained and the proceeds from the escrow account (after meeting the Offer expenses, applicable taxes including securities transaction tax, shared in accordance with Applicable Law). (c) The Selling Shareholders acknowledge and agree that the payment of STT in relation to the Offered Shares is the obligation of such Selling Shareholder with respect his or her respective portion of the Offered Shares, and that such STT shall be payable directly from the Public Offer Account after transfer of funds from the Escrow Accounts and the ASBA Accounts to the Public Offer Account, and immediately on receipt of final listing and trading approvals from the Stock Exchanges, in the manner set out in the Offer Documents as well as in this Agreement. STT shall be deducted based on opinion(s) issued by an independent chartered accountant(s) (with valid peer review) appointed by the Company and provided to the BRLM and the BRLM shall have no liability towards determination of the quantum of STT to be paid. Accordingly, in the event of any future proceedings or litigation by any Indian revenue authorities against any of the BRLM relating to the payment of STT or any other tax or claim or demand under Applicable Law in relation their respective portion of Offered Shares in the Offer, they shall furnish all necessary reports, documents, papers or information as may be required by the BRLM to provide independent submissions for themselves or their Affiliates, in such proceedings or litigation. Further, the BRLM shall not be liable in any manner whatsoever for any failure or delay on the part of any of the Selling Shareholders to discharge its obligation to pay the whole or any part of any amount due as STT or any other tax, penalty, claim, interest, demand or other amount in relation to its Offered Shares under Applicable Law. 8.3 The Registrar, Escrow Collection Bank / Public Offer Account Bank/ Refund Bank/ Sponsor Banks, in their respective capacities, represent, warrant, undertake and covenant (severally and not jointly) to the other Parties, as of the date hereof, and as of the dates of Red ▇▇▇▇▇▇▇ Prospectus, Prospectus, Allotment and date of listing and commencement of trading of Equity Shares that: (a) This Agreement constitutes a valid, legal and binding obligation on their respective parts enforceable against the respective parties, in accordance with the terms hereof; (b) The execution, delivery and performance of this Agreement and any other document related thereto has been duly authorized and the assignment does not violate, or constitute a breach of, (a) any respective Applicable Laws, (b) their respective constitutional documents, or (c) any provisions of, or constitute a default under, any other agreement or instrument or undertaking, respectively, to which it is a party or which is binding on them or any of their respective assets and no consent, approval, authorization or order of, or qualification with, any Government Authority in connection is required for the performance by them of their respective obligations under this Agreement, except as has been obtained or shall be obtained prior to completion of the Offer; and (c) No mortgage, charge, pledge, lien, security interest, defects, claims, trust, or any other security interest or other encumbrance shall be created or exist over the Cash Escrow Accounts, the Public Offer Account, Refund Account or the monies deposited therein. 8.4 The Sponsor Banks specifically represent, warrant, undertake and covenant to the other Parties, as of the date hereof, and as of the dates of Red ▇▇▇▇▇▇▇ Prospectus, Prospectus, Allotment and date of listing and commencement of trading of Equity Shares, to the parties, that: (a) they have been registered with the execution or delivery SEBI as a ‘banker to an issue’ in terms of this Agreementthe SEBI (Bankers to an Issue) Regulations, 1994 and have been granted a UPI certification as specified in the November 2018 Circular with NPCI and such certification is valid as on date and in existence until completion of the Offer, and it is in compliance with the terms and conditions of such certification; (b) they have conducted a mock trial run of the systems necessary to undertake its respective obligations as a Sponsor Bank, as specified by the November 2018 Circular, the SEBI UPI Circulars and other Applicable Law, with the Stock Exchanges and the Registrar and transfer agents; (c) their information technology systems, equipment and software (i) operate and perform in all material respects in accordance with their documentation and functional specifications; (vii) no litigationhave not materially malfunctioned or failed in the past, judicial or governmental proceeding is pendingincluding in the course of discharging obligations similar to the ones contemplated herein; (iii) are free of any viruses, or other similar undocumented software or hardware components that are designed to interrupt use of, permit unauthorized access to, or disable, damage or erase, any software material to the best business of its knowledge threatened against it, which would have a material adverse effect on its financial condition or business or its ability to carry out the transactions contemplated herein and thereinSponsor Bank; and (viiv) are the subject of commercially reasonable backup and disaster recovery technology processes consistent with industry standard practices; (d) they have certified to SEBI about its readiness to act as a sponsor bank and for inclusion of its name in SEBI’s list of sponsor banks, as per the format specified in the November 2018 Circular and the SEBI UPI Circulars and that there have been no adverse occurrence that affect such confirmation to the SEBI; and (e) they are compliant with Applicable Law and has in place all necessary infrastructure and facilities in order for them to undertake their obligations as a sponsor bank, in accordance with this Agreement, the SEBI UPI Circulars (including the SEBI Refund Circulars) and Applicable Laws. 8.5 Each of the Bankers to the Offer represents, warrants, undertakes and covenants for itself to the BRLM, the Company and the Selling Shareholders, as of the date hereof, and as of the dates of Red ▇▇▇▇▇▇▇ Prospectus, Prospectus, Allotment and date of listing and commencement of trading of Equity Shares that it is not related a scheduled bank as defined under the Companies Act and that SEBI has granted it a ‘Certificate of Registration’ to any anti-social forces. 9.2 Each Party act as Banker to the Offer in accordance with the Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, as amended or clarified from time to time, and such certificate is and, until completion of the Offer, will be valid and in existence and that the Escrow Collection Bank / the Public Offer Account Bank/ Refund Bank/ Sponsor Banks, in their respective capacities shall (a) provide and, until completion of the means and facilities necessary Offer, will be entitled to carry out its respective tasks set out hereunder in a professional manneron business as Banker to the Offer under the Securities and Exchange Board of India Act, (b) provide appropriate 1992 and qualified personnel for other Applicable Laws. Further, each of the Bankers to the Offer confirms that it has not violated any of the conditions subject to which such registration has been granted and no disciplinary or other proceedings have been commenced against it by SEBI or any other regulatory authority or Governmental Authority which will affect the performance of its respective tasks hereunderobligations under this Agreement and that it is not debarred or suspended from carrying on any activities by SEBI or any other regulatory or judicial authority or Governmental Authority such that such debarment or suspension will affect the performance prevent it from performing of its obligations under this Agreement. Further, all consents, approvals and authorizations (cif any) use all reasonable efforts required to carry out be obtained by it for the Work execution, delivery, performance and consummation of this Agreement and the transactions contemplated hereunder have been obtained. It shall abide by the SEBI ICDR Regulations, any rules, regulation or by-laws of the Stock Exchanges, code of conduct stipulated in the Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, as amended, and the terms and conditions of this Agreement. 8.6 The Escrow Collection Bank confirms that it shall identify the branches for collection of application monies, in conformity with the guidelines issued by SEBI from time to time. 8.7 Each of the Banker to the Offer further represent and warrant, to the BRLM, the Company and the Selling Shareholders on behalf of itself and its Correspondent Banks, that it has the necessary competence, facilities and infrastructure to act as an Escrow Collection Bank, Public Offer Account Bank, Refund Bank or Sponsor Banks, as the case may be and discharge their respective tasks within duties and obligations under this Agreement. 8.8 The BRLM severally represents, warrants, undertakes and covenants severally (and not jointly) to each other and to the period fixed by Company and the time schedule agreed to by the PartiesSelling Shareholders that: (a) this Agreement constitutes a valid, (d) ascertain that the Work will be carried out legal and binding obligation on their part, enforceable against each BRLM in full accordance with the stipulations terms hereof; and (b) the execution, delivery and performance of this Agreement, (e) maintain the Work in confidence pending disclosure to Agreement and protection; and (f) not to knowingly or negligently use knowledge in violation of third parties’ rightsany other document related thereto by such BRLM has been duly authorized. 9.3 The 8.9 None of the Parties acknowledge that Background Informationshall be held liable or responsible for any failure or delay in performance of their duties under this Agreement caused by any circumstances beyond its control, Sideground Informationsuch as acts of God, Project Sideground Informationorders or restrictions imposed by any Governmental Authority, Resultscourt order, Improvements and all war or warlike conditions, hostilities, sanctions, mobilizations, blockades, embargoes, detentions, revolutions, riots or civil disturbance, terrorist act, military action, failure of any money transmission or payment gateway or core banking systems, looting, strikes, earthquakes, fires or accidents (collectively, “Force Majeure”), provided that, it shall have acted diligently in limiting the effects of the Force Majeure event. Upon the occurrence of any event or condition of Force Majeure which affects its performance, the affected Party, shall, as soon as is reasonably possible, notify the other information provided by one Party to another under Parties of the Agreement are provided nature of the event or condition, the effect of the event or condition on an “AS IS” the performance of the affected Party, and, on a best-efforts basis, without any express the estimated duration of the event or implied warrantycondition. The affected Party shall also notify the other Parties immediately upon cessation of or changes in the event or condition constituting Force Majeure. However, including but not limited tofor the sake of clarity it is mentioned herein, any and all warranties as to their commercial exploitationthat, safetyin case the Force Majeure event goes on for a period of thirty (30) calendar days continuously, fitness or conformity for any particular purpose or use, accuracy and absence of defects, nor as to the absence of any dependence upon or infringement of proprietary rights of third parties. 9.4 Except as provided in Article 9.2then, the Parties do not represent nor warrant affected by the Force Majeure event shall have the right to each other that forthwith terminate this Agreement without any advice continuing obligation or information given by them or by any of their respective employees who work on any part liability to the Force Majeure affected Party and will be required to appoint a successor Party in place of the Project, or the content or use of any Results, Background Information, Sideground Information, Project Sideground Information, Improvement or materials, works or information provided in connection with the Project will not constitute or result in any infringement of third-party rightsForce Majeure affected Party.

Representations and Warranties and Covenants. 9.1 20.1 Each Party represents and warrants to the other Parties Party that: , as on the Commencement Date: (i) it It is a duly validly incorporated and validly existing legal person in its country under the laws of incorporation and India; (ii) It has all requisite corporate the right, power and authority to conduct execute and deliver, and to exercise its business rights and perform its obligations under the Transaction Documents to which it is a party; (iii) The execution and delivery by it of the Transaction Documents to which it is a party and the performance by it of the transactions contemplated under such Transaction Documents have been duly authorised by all necessary corporate or other actions as are applicable to such Party; (iv) Assuming the due authorization, execution and delivery hereof by the other party(ies), the Transaction Documents to which it is a party constitute the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its business licenseterms, articles of association except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganisation, moratorium or similar corporate organizational documents; laws affecting creditors’ rights; (iiv) it It has the full power and authority and has taken obtained all corporate actions necessary approvals, consents, sanctions or authorisations required to enter into, to execute into and deliver and to perform all its obligations under this Agreement, as the case may beTransaction Documents to which it is a party, and to consummate the transactions contemplated herein and therein; (iii) upon executionno other approvals, this Agreement will constitute its valid and binding obligations enforceable against it in accordance with their terms; (iv) no notices, reports or other filings are required to be made by it with, nor are any consents, waivers, authorization, registrations, approvals, declarations, permits sanctions or expiration authorisations of any applicable waiting periods are regulatory authority or any other Person is required to be obtained by it fromfor the execution, delivery and performance of such Transaction Documents; and upon request, each Party agrees that it will furnish all information and documentation, within its possession or control, necessary for the other Party and/or SMC to obtain any Government Authority in connection with the execution additional authorisations that may be necessary; (vi) There is no litigation pending or delivery of this Agreement; (v) no litigation, judicial or governmental proceeding is pending, or to the best of its knowledge threatened against itit which, which if adversely determined, would have a material adverse effect on its financial condition ability to perform its obligations as contemplated under the Transaction Documents to which it is a party; and (vii) The execution and delivery of, and the performance of obligations under and in compliance with the provisions of, the Transaction Documents to which it is a party, shall not result in: a. The violation of any provision of its constitutional documents or business memorandum or articles of association or bye-laws, as are applicable; b. The breach of, or constitute a default under, any other instrument or agreement to which it is a party; or c. The violation of any law, rule or regulation in any jurisdiction having the force of law or of any order, judgment or decree of any court or Governmental Authority or agreement to which it is a party or by which it or its ability assets are bound. 20.2 Each Party shall, during the Term: (i) Carry out activities as contemplated under the Transaction Documents to carry out the transactions contemplated herein and therein; and (vi) which it is a party in a manner that does not related interfere with, hinder or otherwise disturb or disrupt the activities of the other Party; (ii) Conduct its business in a manner that does not adversely affect the reputation or goodwill of the other Party; (iii) Not do or purport to do any anti-social forcesact, deed, thing or matter which will prejudice the interests or reputation of the other Party and the Gujarat Project; and (iv) Undertake to notify the other Party in writing promptly if it becomes aware of any fact, matter or circumstance (whether existing on or before the date of execution of the Transaction Documents or arising afterwards) which would cause any of the information, representations and warranties given by it under the Transaction Documents, to become untrue or inaccurate or misleading in any respect. 9.2 20.3 No representation or warranty of a Party shall be deemed to qualify any of its other representations and warranties. Each Party agrees that such representations and warranties have constituted a material inducement to the other Party to enter into the Transaction Documents to which such other Party has become a party. 20.4 SMG shall (a) provide manufacture and supply the means Products in a timely manner and facilities necessary in compliance with this Agreement and the Applicable Laws. 20.5 SMG affirms that the Control of SMG shall at all time vest with SMC and there shall be no direct or indirect change in Control of SMG by SMC. 20.6 MSIL shall render all possible assistance to SMG to enable it to procure any approvals, licenses, permissions that may be required by it to manufacture, supply and package the Products or to carry out its respective tasks set out hereunder in a professional manner, (b) provide appropriate and qualified personnel for the performance of its respective tasks hereunder, (c) use all reasonable efforts to carry out the Work and their respective tasks within the period fixed by the time schedule agreed to by the Parties, (d) ascertain that the Work will be carried out in full accordance with the stipulations of obligations as contemplated under this Agreement, (e) maintain the Work in confidence pending disclosure to and protection; and (f) not to knowingly or negligently use knowledge in violation of third parties’ rights. 9.3 The Parties acknowledge that Background Information, Sideground Information, Project Sideground Information, Results, Improvements and all other information provided by one Party to another under the Agreement are provided on an “AS IS” basis, without any express or implied warranty, including but not limited to, any and all warranties as to their commercial exploitation, safety, fitness or conformity for any particular purpose or use, accuracy and absence of defects, nor as to the absence of any dependence upon or infringement of proprietary rights of third parties. 9.4 Except as provided in Article 9.2, the Parties do not represent nor warrant to each other that any advice or information given by them or by any of their respective employees who work on any part of the Project, or the content or use of any Results, Background Information, Sideground Information, Project Sideground Information, Improvement or materials, works or information provided in connection with the Project will not constitute or result in any infringement of third-party rights.